SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Inter-Dealer Quotation System Filed Pursuant to
Section 13 or 15(d) of the Securities Exchange Act
of 1934 and Rules 13a-17 and 15d-17 Thereunder
Harleysville National Corporation
(Exact Name of Issuer As Specified in Charter)
483 Main Street, P.O. Box 195, Harleysville, PA 19438
(Address of Principal Executive Offices)
(215) 256-8851
(Issuer's Telephone Number, Including Area Code)
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in
the number of shares outstanding.
1. Title of security Common Stock, par value $1.00 share
2. Number of shares outstanding before the change 5,880,828
3. Number of shares outstanding after the change 6,319,090
4. Effective date of change March 1, 1996
5. Method of change Acquisition/Merger
Give brief description of transaction: The transaction
giving rise to the change in the number of shares outstanding was
described in a Current Report on Form 8-K filed with the
Securities and Exchange Commission dated March 1, 1996. The
description provided in the SEC Form 8-K was as follows:
On March 1, 1996, Farmers & Merchants Bank of
Honesdale, PA ("Bank") was merged with and into The Citizens
National Bank of Lansford, a wholly-owned subsidiary of
Harleysville National Corporation ("Registrant") pursuant to an
Agreement and Plan of Reorganization dated September 7, 1995 and
an Agreement of Merger of the same date. Shareholders of Bank
received .6190 shares of Registrant's common stock in exchange
for each share of common stock of Bank held on March 1, 1996. A
total of 438,262 shares were issued by Harleysville National
Corporation in the transaction.
The acquisition of Bank pursuant to the merger
described above is expected to have an immaterial impact on the
Registrant's financial position and results of operation. As of
December 31, 1995, the Registrant had total assets of
approximately $874 million, total shareholders' equity of
approximately $78 million and net income of approximately $11.8
million.
II. CHANGE IN NAME OF ISSUER
1. Name prior to change Not applicable.
2. Name after change Not applicable.
3. Effective date of charter amendment changing name Not applicable.
4. Date of shareholder approval of change, if
required Not applicable.
/s/ Walter E. Daller, Jr.
Date: March 1, 1996
By Walter E. Daller, Jr.
President and CEO
